FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SANDLER DAVID   2. Issuer Name and Ticker or Trading Symbol MSC INDUSTRIAL DIRECT CO INC [MSM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) PRESIDENT AND CEO (Last) (First) (Middle) C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD 3. Date of Earliest Transaction (Month/Day/Year) 04/09/2010 (Street) MELVILLE, NY 11747 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, $ 0.001 par value 01/22/2010   G V 22,348 (1) D (2) 98,787 D   Class A Common Stock, $ 0.001 par value 04/09/2010   M   60,220 A $ 37.45 159,007 D   Class A Common Stock, $ 0.001 par value 04/09/2010   S   53,202 D $ 55.597 (3) 105,805 D   Class A Common Stock, $ 0.001 par value 04/09/2010   S   7,018 D $ 56.511 (4) 98,787 D   Class A Common Stock, $ 0.001 par value 04/12/2010   M   780 A $ 37.45 99,567 D   Class A Common Stock, $ 0.001 par value 04/12/2010   S   780 D $ 55.23 98,787 D   Class A Common Stock, $ 0.001 par value               1,000 I See Footnote (5) Class A Common Stock, $ 0.001 par value               22,348 I See Footnote (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (right to buy) (7)

$ 37.45

04/09/2010

M

60,220

(8)

10/20/2012

Class A Common Stock, $ 0.001 par value

60,220

$ 0

780

D

Options (right to buy) (7)

$ 37.45

04/12/2010

M

780

(8)

10/20/2012

Class A Common Stock, $ 0.001 par value

780

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SANDLER DAVID C/O MSC INDUSTRIAL DIRECT CO., INC. 75 MAXESS ROAD MELVILLE, NY 11747	X		PRESIDENT AND CEO

Signatures

/s/ David Sandler, by Shelley Boxer as attorney-in-fact		04/13/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares transferred on January 22, 2010 to a grantor retained annuity trust ("GRAT"), of which the Reporting Person's spouse is a trustee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(2)	Not applicable.
(3)	Represents the sale of 53,202 shares in 71 separate transactions, ranging from $55.40 to $56.39 per share, resulting in a weighted average sale price per share of $55.597. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
(4)	Represents the sale of 7,018 shares in 42 separate transactions, ranging from $56.40 to $56.97 per share, resulting in a weighted average sale price per share of $56.511. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
(5)	These shares are held in trust for the benefit of the Reporting Person's children.
(6)	Represents shares held in a GRAT of which the Reporting Person's spouse is a trustee.
(7)	Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").
(8)	An option to purchase 61,000 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2001 Stock Option Plan. One-fourth of such option became exercisable on each of October 21, 2006, October 21, 2007, October 21, 2008 and October 21, 2009.

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